SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC. (Exact Name of Registrant As Specified in Its Charter)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-32432 333-88168 SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 30-0041666 Delaware 06-1262301 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 8125 Highwoods Palm Way Tampa, Florida 33647 (Address of principal executive office) (Zip code) (813) 637-5000 (Registrant’s telephone number, including area code) Securities registered pursuant to section 12(b) of the Exchange Act: Title of each class Name of each exchange on which registered Syniverse Holdings, Inc. Common Stock, $0.001 per share New York Stock Exchange Securities registered pursuant to section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Syniverse Holdings, Inc. Yes ¨ No x Syniverse Technologies, Inc. Yes x No ¨ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x As of June 30, 2008, the last business day of the Registrants’ most recently completed second fiscal quarter, the aggregate market value of their common equity held by non-affiliates was $937,603,285 based on the closing sales price as reported on the New York Stock Exchange. This calculation of market value has been made for the purposes of this report only and should not be considered as an admission or conclusion by the Registrants that any person is in fact an affiliate of the Registrants. As of February 20, 2009, there were 68,450,408 shares of Syniverse Holdings, Inc.’s common stock outstanding. As of February 20, 2009 there were 2,000 shares of Syniverse Technologies, Inc.’s common stock outstanding, all of which are owned of record by Syniverse Holdings, Inc. Documents Incorporated by Reference The information called for by Part III is incorporated by reference to the definitive proxy statement for the registrant’s 2009 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2008. Table of Contents SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008 TABLE OF CONTENTS Page PART I Item 1. Business 6 Item 1A. Risk Factors 20 Item 1B. Unresolved Staff Comments 30 Item 2. Properties 30 Item 3. Legal Proceedings 30 Item 4 Submission of Matters to a Vote of Security Holders 30 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 31 Item 6. Selected Financial Data 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 51 Item 8. Financial Statements and Supplementary Data 52 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 52 Item 9A. Controls and Procedures 52 Item 9B. Other Information 54 PART III Item 10. Directors, Executive Officers and Corporate Governance 55 Item 11. Executive Compensation 55 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 55 Item 13. Certain Relationships and Related Transactions and Director Independence 55 Item 14. Principal Accountant Fees and Services 55 PART IV Item 15. Exhibits and Financial Statement Schedules 56 Signatures 104 Exhibit Index 105 2 Table of Contents CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS Certain of the statements in this Report, including, without limitation, those related to our future operations or results under the caption entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute “forward-looking statements” for purposes of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, and which may cause our actual results, performance or achievements, or the global telecommunications industry or economy generally, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that may be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “target,” “point to,” “project,” “predict,” “could,” “intend,” “potential,” and other similar words and expressions of the future or otherwise regarding the outlook for our future business and financial performance and/or the performance of the global telecommunications industry and economy generally. Such forward looking statements include, without limitation, statements regarding: • expectations of growth of the global wireless telecommunications industry, including increases in wireless subscribers, wireless usage, roaming, mobile data, number portability and SMS and MMS messaging; • increases in demand for our services due to growth of the global wireless telecommunications industry, greater technology complexity and the introduction of new and incompatible wireless technologies; • the development of an Advanced Messaging Hub solution named Syniverse NEXT; • expectations of increases in our 2009 revenue; • expectations of increases in our revenue generated outside North America due to increasing sales to new and existing global customers; • our beliefs of the effects that the current economic downturn will have on our business; • 2009 capital expenditures; • the Lehman Commercial Paper Inc. bankruptcy; and • the sufficiency of our cash on hand, cash available from operations and cash available from our revolving line of credit to fund our operations, debt service and capital expenditures. The forward-looking statements may not be realized due to a variety of factors, including, without limitation: • system failures, security breaches, delays and other problems; • the loss of major customers; • the current national and world-wide financial crisis; • the inability of recently enacted legislation to stabilize the United States financial system; • the lack of provisions in most of our customer contracts related to minimum payments; • future consolidation among our customers that may cause decreased transaction volume and a reduction in our pricing; • the failure to adapt to rapid technological changes in the telecommunications industry; 3 Table of Contents • intense competition in our market for services; • the significant advantages that many of our competitors have over us; • uncertain results from our continued expansion into international markets; • the costs and difficulties of acquiring and integrating complementary business and technologies; • the difficulties of successfully integrating our operations with the BSG Wireless operations; • the failure to realize the anticipated cost saving synergies of the BSG Wireless acquisition; • the failure to achieve or sustain market acceptance at desired pricing levels or transaction volumes; • the inability of our customers to successfully implement our services; • the risk exposure related to our reliance on third-party providers for communications software, hardware and infrastructure; • the capacity limits on our network and application platforms and inabilities to expand and upgrade our systems to meet demand; • the financial and operating difficulties in the telecommunications sector generally; • the reduction in levels of our customers’

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